Supplier Background IPRs definition

Supplier Background IPRs means any Intellectual Property Rights vested in or licensed to the Supplier prior to or independently of the performance by the Customer of its obligations under this Call Off Contract and including, for the avoidance of doubt, guidance, specifications, instructions, toolkits, plans, data, drawings, databases, patents, patterns, software, models and designs, technical specifications, user manuals, operating manuals, process definitions and procedures and other documentation including any general modifications, amendments, updates and new releases of the same but excluding modifications, amendments, updates and new releases of the same which arise specifically in the course of the provision of the Goods and/or Services and the performance of the Supplier’s obligations under this Call Off Contact;
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Supplier Background IPRs. (a) Intellectual Property Rights owned by the Supplier before the Effective Date, for example those subsisting in the Supplier's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's Know-How or generic business methodologies; and/or (b) Intellectual Property Rights created by the Supplier independently of this Agreement, which in each case is or will be used before or during the Term for designing, testing implementing or providing the Services but excluding Intellectual Property Rights owned by the Supplier subsisting in the Supplier Software;
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Supplier Background IPRs means: a). Intellectual Property Rights owned by the Supplier before the Call Off Commencement Date, for example those subsisting in the Supplier's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's Know- How or generic business methodologies; and/or b). Intellectual Property Rights created by the Supplier independently of this Call Off Contract, but excluding Intellectual Property Rights owned by the Supplier subsisting in the Supplier Software;
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Examples of Supplier Background IPRs in a sentence

  • The Supplier and its licensors shall retain ownership of all Supplier Background IPRs. The Customer and its licensors shall retain ownership of all Customer Background IPRs.

  • The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Service Contract to access the Supplier Background IPRs for the purpose of receiving and using the Services and the Deliverables in its business.

  • Where Approval is requested by the Supplier pursuant to Clause 33.3.4, the Supplier shall provide full details to the Contracting Authority of the Supplier Background IPRs to be included, along with details of the impact on the Contracting Authority’s right to use the Deliverables and Project Specific IPRs and, without prejudice to any other provision of this Call Off Contract, any licencing implications which may arise as a result.

  • The Supplier shall not include any Supplier Background IPRs in any of the Deliverables or Project Specific IPRs without the Approval of the Contracting Authority.

  • Where the Supplier is unable to comply with Clause24.5, the Supplier shall refrain from embedding or integrating any Supplier Background IPRs and/or Third Party IPRs with the Project Specific IPRs in such a way that could affect DFID obtaining full benefit of the ownership of those Project Specific IPRs, except where DFID has provided express written Approval to do so.

  • Since lenders can suffer from the downside risk of the firm but do not participate in the upside potential of equity, it may be natural that the characteristics of their borrowers are not associated with higher long- term performance.

  • Where the Supplier is unable to comply with Clause 22.5, the Supplier shall refrain from embedding or integrating any Supplier Background IPRs and/or Third Party IPRs with the Project Specific IPRs in such a way that could affect FCDO obtaining full benefit of the ownership of those Project Specific IPRs, except where FCDO has provided express written Approval to do so.

  • The Supplier hereby acknowledges and agrees that any Supplier Background IPRs which it includes in the Open Source Publication Material supplied to the Customer pursuant to Clause33.10.2(e) and which have not been Approved for exclusion under Clause 33.10.4 will become Open Source and will hereby be licensed to the Customer under the Open Source licence terms adopted by the Customer and treated as such following publication by the Customer.

  • The Supplier shall not embed any Supplier Background IPRs or third party IPRs in any Release or Deliverable that is to be assigned to the Customer under this Contract without Approval from the Customer.

  • On the one hand, the Arbitral Tribunal was clear that enforcement jurisdiction in relation to violations of the safety zone had to be taken while the vessel was in the safety zone or in course of hot pursuit.


More Definitions of Supplier Background IPRs

Supplier Background IPRs. (a) Intellectual Property Rights owned by the Supplier before the Effective Date, for example those subsisting in the Supplier's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's Know-How or generic business methodologies; and/or (b) Intellectual Property Rights created by the Supplier independently of this Framework Agreement, which in each case is or will be used before or during the Framework Period Term for designing, testing implementing or providing the Services but excluding Intellectual Property Rights owned by the Supplier subsisting in the Supplier Software; “Supplier Equipment” the hardware, computer and telecoms devices and equipment used by the Supplier or its Sub- contractors (but not hired, leased or loaned from Customers or the Welsh Ministers ) for the provision of the Services;
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Supplier Background IPRs means Intellectual Property Rights:- owned by the Supplier and/or a Sub‑contractor (and/or an Affiliate of the Supplier or a Sub‑contractor) whether before, on or after the relevant Call‑Off Effective Date, including those subsisting in the Supplier's and/or a Sub‑contractor's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Supplier's and/or a Sub‑contractor's Know‑How or generic business methodologies and in each case which are created by the Supplier and/or a Sub‑contractor (and/or an Affiliate of the Supplier or a Sub‑contractor) independently of this Framework Agreement and/or a Call‑Off Contract (as appropriate) and in each case which are or will be used before or during the Call‑Off Term for designing, testing implementing or providing the Services, including in any Deliverables and/or which are incorporated into or are used or required to be used to use or exploit the Project Specific IPRs and/or Project Specific Software, including Intellectual Property Rights owned by the Supplier and/or a Sub‑contractor (and/or an Affiliate of the Supplier or a Sub‑contractor) subsisting in the Supplier Software
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Supplier Background IPRs all Intellectual Property Rights that are owned by or licensed to the Supplier and which are or have been developed independently of the Quotation in each case either subsisting in the Products and Deliverables or otherwise necessary or desirable to enable a Client to receive and use the Services.
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Related to Supplier Background IPRs

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Background Material means any pre-existing works in which the Intellectual Property Rights are owned by either Party, which have been prepared by that Party outside the scope of this Agreement or which were licensed from a third party by that Party.”

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • Foreground IPR means any IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

  • SAP Technology Solution(s means SAP NetWeaver Foundation for Third Party Applications, SAP Business Technology Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP), SAP Signavio Solutions and SAP Process Insights (including any renamed, prior and/or successor versions of any of the foregoing made generally available by SAP if any but excluding when any of the foregoing are used as a User Interface for ERP.

  • Manufacturing Technology means any and all patents, patent applications, Know-How, and all intellectual property rights associated therewith, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno- associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Foreground IP means all intellectual property and Intellectual Property Rights generated under these Terms; and

  • Supplier Software means software which is proprietary to the Supplier or its Affiliates which is used or supplied by the Supplier in the provision of the Services; Supplier Staff means all persons employed or engaged by the Supplier together with the Supplier's servants, agents, suppliers, consultants and Sub-Contractors (and all persons employed by any Sub-Contractor together with the Sub-Contractor’s servants, consultants, agents, suppliers and Sub-Contractors) used in the performance of its obligations under this Contract; Time and Materials means the pricing mechanism for the Services as may be agreed by the Parties and set out at paragraph Error: Reference source not found in the SOW; TUPE means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) as amended or replaced or any other regulations or UK legislation implementing the Acquired Rights Directive; Velocity means the Metric which measures the total number of Story Points for Stories that have been accepted in a Sprint, indicating the rate of progress towards Acceptance of all Stories from the Product Backlog;

  • Background Intellectual Property means all Intellectual Property introduced and required by either Party to give effect to their obligations under this Agreement owned in whole or in part by or licensed to either Party or their affiliates prior to the Commencement Date or developed after the Commencement Date otherwise pursuant to this Agreement;

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

  • Program Materials means the documents and information provided by the Program Administrator specifying the qualifying EEMs, technology requirements, costs and other Program requirements, which include, without limitation, program guidelines and requirements, application forms and approval letters.

  • Licensor Technology means the Licensor Patents and the Licensor Know-How.

  • New Technology means any invention, discovery, improvement, or innovation that was not available to the District on the effective date of the contract, whether or not patentable, including, but not limited to, new processes, emerging technology, machines, and improvements to or new applications of existing processes, machines, manufactures and software. Also included are new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable and any new process, machine, including software, and improvements to, or new applications of, existing processes, machines, manufactures and software.

  • Background Intellectual Property Rights means Intellectual Property Rights owned, controlled or furnished by either Party other than Foreground Intellectual Property Rights.

  • Product Technology means the Product Know-How and Product Patents.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Licensed Software includes error corrections, upgrades, enhancements or new releases, and any deliverables due under a maintenance or service contract (e.g., patches, fixes, PTFs, programs, code or data conversion, or custom programming).

  • Developed Software means software specifically designed for the Principal under the Contract. Depending how advanced its development is, it may be either a Product or a Service or both.

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Third Party Components means software and interfaces, licensed by RIM from a third party for incorporation into a RIM software product, or for incorporation into firmware in the case of RIM hardware products, and distributed as an integral part of that RIM product under a RIM brand, but shall not include Third Party Software.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Developed Materials means Materials created, made, or developed by Contractor or Subcontractors, either solely or jointly with the Judicial Branch Entities or JBE Contractors, in the course of providing the Work under this Agreement, and all Intellectual Property Rights therein and thereto, including, without limitation, (i) all work-in-process, data or information, (ii) all modifications, enhancements and derivative works made to Contractor Materials, and (iii) all Deliverables; provided, however, that Developed Materials do not include Contractor Materials.

  • Licensed Materials means any materials that Executive utilizes for the benefit of the Company (or any Subsidiary thereof), or delivers to the Company or the Company’s Customers, which (a) do not constitute Work Product, (b) are created by Executive or of which Executive is otherwise in lawful possession and (c) Executive may lawfully utilize for the benefit of, or distribute to, the Company or the Company’s Customers.